exv10w2







	 	 	 	 	 



Exhibit 10.2




PARENT COMPANY AGREEMENT





     This Parent Company Agreement (Agreement), is made and entered into as of July 21, 2008, by
and among Cerberus FIM, LLC, a limited liability company with headquarters at 299 Park Avenue New
York, New York 10171 (“CF”); Cerberus FIM Investors, LLC, a limited liability company with
headquarters at 299 Park Avenue New York, New York 10171 (“CF Investors”); FIM Holdings LLC, a
limited liability company with headquarters at 299 Park Avenue New York, New York 10171 (“FIM”);
GMAC LLC, a limited liability company with headquarters at 200 Renaissance Center, Detroit, MI
48235 (“GMAC”); IB Finance Holding Company, LLC, a limited liability company with headquarters at
200 Renaissance Center, Detroit, MI 48265 (“IB Finance”); (collectively, CF, CF Investors, FIM,
GMAC, and IB Finance are herein referred to as the “Parent Companies”) GMAC Bank, a Utah-chartered,
nonmember, industrial bank located at 6985 Union Park Center, Midvale, UT 84047 (formerly known as
GMAC Automotive Bank and herein referred to as the “Bank”), and the Federal Deposit Insurance
Corporation, a Federal banking agency headquartered in Washington, D.C. (the “FDIC”).


WHEREAS, generally, pursuant to the Change in Bank Control Act, 12 U.S.C. § 1817(j),
no person may acquire control of a state-chartered, nonmember bank unless it gives the FDIC at
least sixty days prior written notice and unless the FDIC does not disapprove the proposed
acquisition; and



WHEREAS, on May, 31, 2006, Mr. Stephen A. Feinberg (“Mr. Feinberg”), Citigroup Inc. (“Citigroup”),
an Aozora Bank Limited (“Aozora”) submitted an Interagency Notice of Change in Control with respect
to the acquisition of indirect control of the Bank which notice was subsequently amended to add The
PNC Financial Services Group, Inc. (“PNC”) as an additional notificant (said notice, as amended, is
herein referred to as the “Notice”); and



WHEREAS, pursuant to the Notice, four investor groups including Mr. Feinberg (acting
through CF and CF Investors), Citigroup, Aozora and PNC, acting together through FIM,
proposed to acquire fifty-one percent of the voting shares of GMAC, a parent company of
the Bank; and



WHEREAS, on July 28, 2006, the Board of Directors of the FDIC (“Board”) imposed a six-month
moratorium on deposit insurance applications and change in control notices with respect to
industrial banks; and



WHEREAS, on November 15,2006 the Board authorized staff to issue, and staff issued, a letter of
intent not to disapprove the Notice (“Letter of Non-Disapproval”) subject to a number of
conditions, including specifically a Two-Year Disposition Agreement by and among CF, CF Investors,
FIM, and the FDIC dated November 16, 2006 (the “Disposition Agreement”); and




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WHEREAS, the Disposition Agreement generally requires that CF, CF Investors, and FIM complete one
of four specified actions no later than November 30, 2008: (A) become depository institution
holding companies, (B) divest control of the Bank, (C) terminate the Bank’s insured status, or (D)
obtain a waiver of the requirement to take any of the foregoing actions (“Waiver”), and



WHEREAS, on February 1, 2008 CF, CF Investors, and FIM submitted to the FDIC their request for a
Waiver pursuant to paragraph 1(D) of the Disposition Agreement, and



WHEREAS, this Agreement will enable the FDIC to better identify, evaluate, and control the
potential risks to the Bank and to the Deposit Insurance Fund; and



WHEREAS, the FDIC may decide to deny the request for a Waiver unless the Parent Companies and the
Bank enter into this Agreement;



NOW, THEREFORE, if the FDIC addresses the Waiver request through the execution of an extended
disposition agreement with CF, CF Investors, and FIM which extends for ten years the requirement to
complete one of four actions specified in the Disposition Agreement (the “Extended Disposition
Agreement”), the Parent Companies and the Bank
agree to comply with the following:





	I.	 	The Parent Companies






	 	A.	 	hereby consent to such examinations by the FDIC as the FDIC deems necessary
of each Parent Company and each of their subsidiaries to monitor compliance with the
provisions of the Extended Disposition Agreement, any amended non-disapproval; any
agreements executed in connection with the Extended Disposition Agreement or any
non-disapproval, the Federal Deposit Insurance Act (the “FDI Act”) and any other
federal law that the FDIC has specific jurisdiction to enforce against such company or
subsidiary including, without limitation, those laws and regulations governing
transactions and relationships between any depository institution subsidiary and its
affiliates;
	 
	 	B.	 	except for GMAC and IB Finance, shall each submit to the FDIC an initial
listing of all of its affiliates and update the list annually;
	 
	 	C.	 	shall each submit to the FDIC an annual report regarding its operations and
activities, in the form and manner prescribed by the FDIC, and such other reports as
may be requested by the FDIC to keep the FDIC informed as to financial condition,
systems for monitoring and controlling financial and operating risks, and transactions
with the Bank; and compliance by such Parent Company and its subsidiaries with
applicable provisions of the Extended Disposition Agreement, any amended
non-disapproval, the agreements executed in connection with the Extended Disposition
Agreement or any amended non-disapproval, the FDI Act, and any other




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	 	 	 	Federal laws that the FDIC has specific jurisdiction to enforce against such
company or subsidiary;






	 	D.	 	shall cause an independent annual audit of the Bank to be performed during
the first seven years of operation after the effective date of the Extended
Disposition Agreement;
	 
	 	E.	 	shall each provide written notification to the FDIC within thirty days of
becoming aware of any person who acquires control, directly or indirectly, of 10
percent or more of the voting shares or member’s interests of any of the Parent
Companies;
	 
	 	F.	 	shall obtain written approval from the New York Regional Director of the FDIC
(“Regional Director”) prior to adding a member to the Bank’s board of directors during
the first seven years of operation after the effective date of the Extended
Disposition Agreement;
	 
	 	G.	 	shall each serve as a source of strength to the Bank;
	 
	 	H.	 	shall maintain the Bank’s capital at such levels as the FDIC deems
appropriate, as reflected in the terms of a Capital and Liquidity Maintenance
Agreement (“CALMA”) entered into by the Parent Companies, the FDIC, the Bank, and such
other parties as the FDIC deems appropriate, and/or take such other actions as the
FDIC deems appropriate to provide the Bank with a resource for additional capital and
liquidity;
	 
	 	I.	 	shall each notify the FDIC within five days of any non-compliance with any of
the covenants in any agreements with (i) its lenders, including credit agreements,
bond indenture, or similar documents, and (ii) any funding or related agreements
including those related to securitizations and issuances of preferred securities (such
covenants are herein collectively referred to as “Covenants”);
	 
	 	J.	 	shall each provide the FDIC with copies of any executed agreements with its
lenders within thirty days after execution, and if any Covenants are modified after
the effective date of the Extended Disposition Agreement, each affected company shall
notify the FDIC of the modification within thirty days after execution of the
modification;
	 
	 	K.	 	shall each notify the FDIC within thirty days after incurring any additional
debt, other than borrowings in the normal course of business;
	 
	 	L.	 	shall each provide written notice to the FDIC within thirty days after the
transfer of any of its assets (including any interest in the Bank or any other
subsidiary) to any other party, except any transfers in the normal course of business,
and except any transfer of an interest in the Bank that is subject to the notice
requirements of the Change in Bank Control Act, 12 U.S.C. § 18 i 7(j);




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	 	M.	 	shall each obtain the Regional Director’s approval prior to transferring any
interest in the Bank amounting to control of the Bank to any entity directly or
indirectly controlled by Mr. Feinberg (a “Feinberg Entity”) and
	 
	 	N.	 	shall each maintain such records as the FDIC may deem necessary to assess the
risks to the Bank or to the Deposit Insurance Fund.






	II.	 	In addition to its obligations under section I above, GMAC shall






	 	A.	 	within 10 days after execution of this Agreement, provide to the Bank a list
of all companies controlled, directly or indirectly, by GMAC (collectively, “GMAC
Companies”), and shall provide to the Bank annual updates of any changes to this list;
	 
	 	B.	 	at such intervals as the FDIC deems appropriate, provide the FDIC with such
information as the FDIC deems appropriate concerning any GMAC affiliate and its
relationship with the Bank as well as its impact or effect on the Bank, and if
disclosure of information concerning any non-U.S. GMAC Company is prohibited by law or
otherwise, GMAC shall cooperate with the FDIC, including without limitation, by
seeking timely waivers or exemptions from any applicable confidentiality or secrecy
restrictions or requirements, to enable the disclosure of such information to the
FDIC, written in English and expressed in U.S. dollars;
	 
	 	C.	 	maintain its capital at a level such that






	 	1.	 	on the effective date of the Extended Disposition Agreement
and thereafter, the ratio of its Total Equity Capital to Total Assets is at
least 5 percent; for purposes of calculating this ratio. (i) Total Equity
Capital means total equity as reported in GMAC LLC’s consolidated balance
sheet, as reported in its Securities and Exchange Commission filings (SEC Form
10K an Form 10Q) and (ii) Total Assets means total assets as reported in the
consolidated balance sheet portion of GMAC LLC’s SEC filings; and
	 
	 	2.	 	as of December 31, 2008 and at each quarter-end thereafter,
the ratio of its Tangible Equity Capital to Total Assets is at least 5
percent; for purposes of calculating this ratio, (i) Tangible Equity Capital
means total equity as reported in GMAC LLC’s consolidated balance sheet, minus
goodwill and intangible assets, net of accumulated amortization (other than
mortgage servicing assets), as reported in its Securities and Exchange
Commission filings (SEC Form 10K and Form 10Q) and (ii) Total Assets means
total assets less all goodwill and intangible assets (other than mortgage
servicing assets) as reported in the consolidated balance sheet portion of
GMAC LLC’s SEC filings;




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	 	 	 	provided that no later than thirty days after each month-end until December 31,
2008, and thereafter no later than thirty days after each quarter-end unless
otherwise directed by the Regional Director, GMAC shall report to the Regional
Director its calculation of the above capital ratios as of each month-end or
quarter-end, as appropriate; and provided further that, in the event that GMAC does
not maintain its capital ratios as specified in paragraphs 1 and 2 above, GMAC
shall submit to the Regional Director within thirty days after discovery of such
noncompliance its plan to restore compliance with those capital ratios.
	 
	 	D.	 	limit the representation, direct and indirect, of General Motors Corporation
(“GM”) on the Bank’s board of directors to no more than 25 percent of the members of
such board of directors, in the aggregate, provided that in the event of the
resignation, death, or removal of a director who does not represent GM, GMAC will have
120 days to fill the vacancy; and
	 
	 	E.	 	limit the representation, direct and indirect, of all Feinberg Entities,
other than GMAC and its subsidiaries, on the Bank’s board of directors to no more than
25 percent of the members of such board of directors, in the aggregate, provided that
in the event of the resignation, death, or removal of a director who does not
represent such a Feinberg Entity, GMAC will have 120 days to fill the vacancy.






	III.	 	The Bank shall






	 	A.	 	obtain written approval from the Regional Director prior to engaging in any
transaction with a non-U.S. affiliate
	 
	 	B.	 	prior to entering into any transaction with a non-U.S. affiliate, and until
such transaction is consummated or terminated, obtain and maintain current financial
information on that affiliate and make that information available for examiner review
at the Bank’s main office in the U.S.; at a minimum, such financial information shall
include an annual income statement and balance sheet no more than 18-months old,
expressed in U.S. dollars, written in English, and audited by a reputable accounting
firm;
	 
	 	C.	 	obtain written approval from the Regional Director prior to hiring any senior
executive officer during the first seven years of operation after the effective date
of the Extended Disposition Agreement;
	 
	 	D.	 	obtain written approval from the Regional Director prior to hiring a senior
executive officer who is associated in any manner (e.g., as a director, officer,
employee. agent, owner, partner, adviser or consultant) (i) with any Feinberg Entity
or (ii) with Mr. Feinberg;




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	 	E.	 	obtain written approval from the Regional Director prior to entering into any
contract for essential services with any affiliate;
	 
	 	F.	 	obtain written approval from the Regional Director prior to consummating any
proposed major deviation or material change from its business plan during the first
seven years of operation after the effective date of the Extended Disposition
Agreement;
	 
	 	G.	 	notify the FDIC in writing at least thirty days before the aggregate amount
of covered transactions between the Bank and its affiliates, except for those
transactions that satisfy the collateral requirements in 12 C.F.R. § 223.42(c),
exceeds 10 percent of the Bank’s capital stock and surplus (For purposes of this
provision, “covered transaction” and “affiliate” have the same meanings as in 12
C.F.R. part 223 subpart A);
	 
	 	H.	 	notify the FDIC in writing within five days after discovery of any material
change to the financial condition of any Parent Company, any third party
counter-party, or any other Bank affiliate, which has, or is likely to have, an
adverse effect on the ability of those companies to comply with their obligations
under the CALMA;
	 
	 	I.	 	complete and maintain on an ongoing basis, an independent risk assessment of
its relationship with and dependence on, any Parent Company, focusing on the
identification, measurement, monitoring, and management of any risk factors that could
potentially and negatively impact the Bank; at a minimum, the independent assessment
will consider each such company’s financial condition and performance, the quality of
its management and corporate governance, and an appropriate variety of negative
scenarios, and based on this assessment, the Bank shall take actions to ensure that
appropriate corporate separateness will be maintained between the Bank and such
companies, that appropriate contingency plans are maintained and encompass deposit
activities and any other services or support provided by the relationship, and that
any potential deterioration of any such company will not negatively impact the Bank;
	 
	 	J.	 	in connection with the requirement in paragraph I.D. above for an annual
independent audit, submit to the FDIC: (i) a copy of the audited annual financial
statements and the independent public auditor’s report thereon within 90 days after
the end of the depository institution’s fiscal year, (ii) a copy of any other reports
by the independent auditor (including any management letters) within 15 days after
their receipt by the institution, and (ii) written notification within 15 days after a
change in the institution’s independent auditor occurs; and
	 
	 	K.	 	not establish or maintain on any property owned, leased or occupied by a
Feinberg Entity, other than the Bank, a branch, loan production office,




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	 	 	 	deposit production office, or A TM, or otherwise provide, offer, or market
financial services on such property.






	IV.	 	Miscellaneous Provisions






	 	A.	 	Definitions. As used in this Agreement, and except as provided otherwise
herein, the terms listed below have the following meanings






	 	1.	 	The term “affiliate” means a company that controls, is
controlled by, or is under common control with, another company.
	 
	 	2.	 	The term “board of directors” includes, for a corporation,
the board of directors, and for a limited liability company, the board of
managers or the managing member(s), as appropriate.
	 
	 	3.	 	Except for purposes of calculating the amount of covered
transactions in paragraph, III G above, the term “control” has the meaning
given it in the Change in Bank Control Act, 12 U.S.C. § 1817(j)(8) and
includes the presumption of control at 12 C.F.R. § 303.82(b)(2).
	 
	 	4.	 	The term “subsidiary” means any company that is directly or
indirectly controlled by another company.
	 
	 	5.	 	The term “lender” means any entity that extends credit to
another entity, including without limitations, a bondholder.
	 
	 	6.	 	Other terms used in this Agreement that are not otherwise
defined herein have the meanings given them in section 3 of the FDI Act, 12
U.S.C. § 1813.






	 	B.	 	Enforceability as Written Agreement.  In addition to any other
remedies provided by law, this Agreement is binding and enforceable by FDIC as a
written agreement pursuant to Section 8 of the FDI (12 U.S.C. § 1818) (“Section 8”)
and each Parent Company is an institution-affiliated party for purposes of section 8.
	 
	 	C.	 	Authority. For each party to this Agreement that is a corporation,
other than the FDIC, the board of directors of such party has approved a resolution
(the “Resolution”) authorizing its entry into this Agreement. Each party that is a
limited liability company or a partnership has provided to the FDIC a certification of
counsel or a certified copy of the Resolution of the board of directors authorizing
its entry into this Agreement. Each certification of counsel or certified copy of
each Resolution are attached hereto as Exhibits 1 through 6 and incorporated herein by
reference.
	 
	 	D.	 	Governing Laws. This Agreement and the rights and obligations
hereunder shall be governed by and shall be construed in accordance with




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	 	 	 	the Federal law of the United States, and, in the absence of controlling Federal
law, in accordance with the laws of the State of New York.
	 
	 	E.	 	No Waiver. No failure to exercise, and no delay in the exercise of,
any right or remedy on the part of any of the parties to this Agreement shall operate
as a waiver or termination of such right or remedy. Further, any exercise or partial
exercise of any right or remedy relating to this Agreement will not preclude any other
or further exercise of such right or remedy or any other right or remedy.
	 
	 	F.	 	No Oral Change. This Agreement and the rights and obligations herein
may not be amended, discharged, released, renewed or extended in whole or in part, in
any manner except by a writing signed by all of the parties.
	 
	 	G.	 	Addresses. Any request, notice, correspondence or submission
required or permitted by the Agreement shall be provided in writing and shall be
delivered by hand or sent by United States express mail or commercial express mail,
postage prepaid, and addressed as follows:




If to Cerberus FIM, LLC; Cerberus FIM Investors, LLC; or FIM Holdings LLC:



[Cerberus FIM, LLC] [Cerberus FIM Investors, LLC] or [FIM Holdings LLC]

299 Park Avenue

New York, New York 10171



If to GMAC LLC; or IB Finance Holding Company, LLC;



[GMAC LLC] or [IB Finance Holding Company, LLC]

200 Renaissance Center

Detroit, MI 48235



If to the GMAC Bank:



GMAC Bank

6985 Union Park Center

Midvale, UT 84047



If to the FDIC:



Associate Director, Division of Supervision and Consumer Protection

Supervision and Applications Branch

Federal Deposit Insurance Corporation

550 17th Street, NW

Washington, D.C. 20429



And




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Regional Director

New York Regional Office

Federal Deposit Insurance Corporation

20 Exchange Place - 4th Floor

New York, NY 10005





	 	H.	 	No Assignment. This agreement may not be assigned or transferred, in whole or
in part, without the prior written consent of the Regional Director.
	 
	 	I.	 	Binding on Successors and Assigns. This Agreement is binding on the parties
hereto and their successors and assigns.
	 
	 	J.	 	Complete Agreement. This Agreement is the complete and exclusive statement of
the agreement between the parties concerning the commitments set forth in the Agreement,
and supersedes all prior written or oral communications, representations and agreements
relating to the subject matter of these paragraphs.
	 
	 	K.	 	Joint and Several Liability. The obligations, liabilities, agreements and
commitments of the Parent Companies in paragraphs I.D., I.F., I.G., and I.H. of this
Agreement are joint and several, and the FDIC may pursue any right or remedy that it may
have against one or more of the Parent Companies, consecutively or simultaneously, without
releasing or discharging any other Parent Company.
	 
	 	L.	 	Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all such counterparts taken together shall
constitute one and the same Agreement.




IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year
indicated above.




Cerberus FIM, LLC,







By its sole Managing Member:



By:     /s/
Mark A. Neporent                                                      



Printed
Name and
Title:  Mark
A. Neporent                                          









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Cerberus FIM Investors, LLC,




By its Managing Member:


By:     /s/
Mark A. Neporent                                                      



Printed
Name and
Title:  Mark A. Neporent                                          
          





FIM Holdings LLC




By its Managing Member(s):

By:     /s/
Mark A. Neporent                                                      



Printed
Name and
Title:  Mark A. Neporent                                          






GMAC LLC




By its Managing Member(s):



By:       /s/
Robert S. Hull                                                     



Printed Name and Title:  Robert S. Hull, Executive Vice President and Chief Financial Officer




IB Finance Holding Company, LLC




By its Managing Member(s):





By:  /s/ C. L. Quenneville
                                                     



Printed Name and Title:  C. L. Quenneville, Secretary




GMAC Bank





By:  /s/
Mark B. Hales                                                     



Printed
Name and
Title:  Mark B. Hales, President and CEO





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Federal Deposit Insurance Corporation




	 	 	 	 	 
	By: 
	/s/  Sandra L. Thompson	 	 
	 

	 

	 	 



















Sandra L. Thompson, Director

Division of Supervision and Consumer Protection





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